SLSA Board & Governance Charter
The SLSA Board has adopted a Governance Charter. Key aspects of the charter are detailed below.
As one of Australia’s largest volunteer movements, our Board and Committee structure is critical to ensuring volunteer representation in key decisions. The various committees outlined on pages 74-81 are advisory only, however they can be empowered by the Board and meet as required. Their recommendations are considered by either the CEO, the Executive Management Group, or in some instances the Board. The Board, through the CEO, has ultimate supervision of the committees.
The day-to-day business of SLSA is managed by the CEO, under the direction of the Board. The Board may exercise all the powers of the company, except any power the Corporations Act or the constitution requires the company to exercise in a general meeting of members.
The Board is responsible for the appointment of a CEO to manage and administer the organisation. The CEO is ultimately accountable to the Board however, the CEO is accountable to the President (as Chairman of the Board) on a day-to-day basis.
The Board comprises seven State Centre Appointed Directors, one from each State and the Northern Territory, (the ‘voting members’ of SLSA) who represent our broader membership; the President (Chairman), who is also elected by the Appointed Directors, and the CEO (non-voting). Up to four additional Independent Directors may also be appointed to the Board. The current Board has four appointed Independent Directors.
The Board meets at least five times each year. The Appointed Directors are supported by their respective State or Territory CEOs.
2016/17 has seen further refinement to our risk management processes with the introduction of a formal risk appetite continuum. The Board regularly considers the Risk Management Reporting and top ten risks and their mitigation strategies.
The code of conduct for Directors, setting out expectations and limitations is contained within the SLSA Board Governance Charter.
The Board is accountable to the members of SLSA. The Constitution lists the following categories of membership:
The individual membership category is divided into various other sub-categories set out in the regulations.
At the commencement of each Board meeting, the Chair asks for Directors to declare conflicts of interest in any agenda items. Under the Board’s structure, seven Directors are appointed by their respective State Centre. The Chair ensures that all State Appointed Directors fulfil their fiduciary duties to SLSA.
The Board acknowledges the need for, and continued maintenance of, the highest standards of corporate governance practice, ethical conduct by all Board members and open and transparent processes. Declaring any conflict of interest and/or pecuniary interest in agenda items of Board meetings ensures that, where appropriate, Directors leave the meeting until discussion on the matter is concluded.
SLSA is a company limited by guarantee under the Corporations Act 2001 (Commonwealth). SLSA is also a registered charitable institution under the NSW Charitable Fundraising Act 1991 (NSW). The advisors noted earlier, Legal Counsel Ian Fullagar, BDO and JLT also ensure compliance with relevant legislation and regulation.
The Board is assisted in aspects of its operations with external advice. Ian Fullagar was appointed to provide legal services at the Annual General Meeting in October 2016 for a period of 12 months. Our auditors, BDO conduct an annual internal audit, giving the Board independent assurance and advice on financial management matters. Jardine Lloyd Thompson Australia Pty Ltd (JLT) also provides insurance advice and services.
Throughout the year, SLSA also sought advice from a range of other external consultants including, Deloitte and WattsNext who conducted reviews of IT and HR policies respectively.
Directors receive no compensation for their services. Travel and accommodation costs associated with meetings are met by SLSA.
At times, presentations by outside experts on strategic matters are made to the Board. Directors have also been given the opportunity to attend workshops and other conferences relating to corporate governance at SLSA’s expense.
As noted elsewhere, SLSA wholly owns a number of subsidiary bodies. The Surf Life Saving Foundation (SLSF) raises funds nationally and in each State for SLSA. Southern Region SLSA Helicopter Rescue Services P/L and Northern Region SLSA Helicopter Rescue Services P/L (up to April 2017) provide helicopter rescue services in NSW. Surf Sports Australia P/L is another subsidiary of SLSA, primarily concerned with professional sports events. The financial results of these four subsidiaries are included in SLSA’s accounts.
Monthly financial statements for SLSA and subsidiary companies are provided to the Finance Audit and Compliance Committee. These monthly statements together with monthly accounts are submitted to Directors for endorsement at the subsequent Board Meeting. All financial accounts and reports are overseen by the Finance, Audit & Compliance Committee and, on their recommendation, adopted or otherwise by the Board throughout the year. The Finance Audit and Compliance Committee also oversees risk management, compliance and governance including HR policies.
The Board has also established an ICT Governance Group that oversees ICT governance.
As one of the largest volunteer organisations in Australia, we are dependent on the contribution of our volunteer members for everything from patrolling beaches, to providing the overall management and operational delivery of frontline services and activities. Broadly speaking a person can become a member of the Board or a committee by being appointed by either SLSA or by a state centre. The skills base required for these positions is set out in the SLSA Board Governance Charter and also in the SLSA Regulations.